Roche to Acquire 89bio and Its Phase 3 FGF21 Analog for MASH Treatment

Acquisition Details

Roche has entered a definitive merger agreement to acquire 89bio, a clinical-stage biopharmaceutical company, for $14.50 per share in cash, totaling approximately $2.4 billion. The deal includes a non-tradeable contingent value right (CVR) for up to $6.00 per share, potentially raising the total value to $3.5 billion. The transaction is expected to close in the fourth quarter of 2025, subject to customary conditions, including the tender of a majority of 89bio's outstanding shares and regulatory approvals.

Strategic Implications

This acquisition aligns with Roche's strategy to enhance its portfolio in cardiovascular, renal, and metabolic diseases (CVRM). 89bio's lead candidate, pegozafermin, is a fibroblast growth factor 21 (FGF21) analog in late-stage development for treating Metabolic Dysfunction-Associated Steatohepatitis (MASH) in moderate to severe fibrotic and cirrhotic patients. Pegozafermin's distinct mechanism of action offers potential for enhanced efficacy and tolerability, as well as opportunities for future combination development with incretins.

Financial Advisors and Legal Counsel

Citi is acting as the exclusive financial advisor to Roche, with Sidley Austin LLP serving as legal counsel. Moelis & Company LLC and Centerview Partners LLC are advising 89bio, with Gibson, Dunn & Crutcher LLP as legal counsel.

About MASH

MASH is a serious and increasingly prevalent form of fatty liver disease, strongly associated with obesity and type 2 diabetes. It affects an estimated 5-7% of the global adult population, with over 75% experiencing comorbidities such as overweight, obesity, and type 2 diabetes. If untreated, MASH can progress to cirrhosis, liver decompensation, and hepatocellular carcinoma.